Common use of Pursuant to the Act Clause in Contracts

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42

Appears in 3 contracts

Samples: Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (CB Pharma Acquisition Corp.), Underwriting Agreement (CB Pharma Acquisition Corp.)

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Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558), 253868) including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [5:00] p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 3 contracts

Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp. III), Underwriting Agreement (10X Capital Venture Acquisition Corp. III), Underwriting Agreement (10X Capital Venture Acquisition Corp. III)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558178780), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated , 2014which was included in the Registration Statement filed on [__________], for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 3 contracts

Samples: Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.), Underwriting Agreement (BGS Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558333-_______), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfiedsatisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering additional the Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Securities Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 3 contracts

Samples: Underwriting Agreement (Prime Acquisition Corp), Underwriting Agreement (Prime Acquisition Corp), Underwriting Agreement (Prime Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558177280), including any related preliminary prospectus included therein or in any amendment thereto prior to the effectiveness thereof (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, Act and the rules and regulations thereunder (the “Regulations”) of promulgated by the Commission under the ActCommission. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such Such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted therefrom at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), ) is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 [●] p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated [ ], 20142012, for distribution by the Underwriters to prospective investors (the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Securities Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 3 contracts

Samples: Underwriting Agreement (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558163134), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (“Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusProspectus, which was included in the Registration Statement dated April 27, 20142010, for distribution by the Underwriters (the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 3 contracts

Samples: Underwriting Agreement (57th Street General Acquisition Corp), Underwriting Agreement (57th Street General Acquisition Corp), Underwriting Agreement (57th Street General Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558252273), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on January [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (COVA Acquisition Corp.), Underwriting Agreement (Crescent Cove Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558253673), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means [5:00 p.m., ] New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on November [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (HCM Acquisition Corp), Underwriting Agreement (HCM Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558252784), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on February 5, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Cartesian Growth Corp), Underwriting Agreement (Cartesian Growth Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558146829), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfiedsatisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering additional the Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Securities Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.), Underwriting Agreement (BBV Vietnam S.E.A. Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558259567), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on September 16, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (IX Acquisition Corp.), Underwriting Agreement (IX Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558)207037, including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Registrable Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusprospectuses, dated [ ● ], 20142015 , for distribution by the Underwriters (together the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Andina Acquisition Corp. II), Underwriting Agreement (Andina Acquisition Corp. II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558261317), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Common Stock and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on December 17, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Papaya Growth Opportunity Corp. I), Underwriting Agreement (Papaya Growth Opportunity Corp. I)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558145163), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfiedsatisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering additional the Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Securities Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Warrant Agreement (Asia Special Situation Acquisition Corp), Warrant Agreement (Asia Special Situation Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558254328), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on September [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Newcourt Acquisition Corp), Underwriting Agreement (Newcourt Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558169983), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on October 18, 20142010, for distribution by the Underwriters (the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Australia Acquisition Corp), Underwriting Agreement (Australia Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333- 178061), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusprospectuses, dated __________, 20142012, for distribution by the Underwriters (together the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Andina Acquisition Corp), Underwriting Agreement (Andina Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558261459), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Common Stock and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42this

Appears in 2 contracts

Samples: Underwriting Agreement (Atlantic Coastal Acquisition Corp. II), Underwriting Agreement (Atlantic Coastal Acquisition Corp. II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558200292), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of securities, including the Public Securities and the Representative’s Securities Securities, under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act, Act and the rules and regulations of the Commission under the Act (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied). Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (including any preliminary prospectus included in the registration statement or filed with the Commission pursuant to Rule 424(a) under the Act (each, a Effective DatePreliminary Prospectus”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement pursuant to paragraph (or, if applicable, the form b) of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called referred to herein as the “ProspectusRegistration Statement.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a filed an abbreviated registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a the “Rule 462(b) 462 Registration Statement”), then, unless otherwise specified, then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than the Registration StatementThe Preliminary Prospectus, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionsubject to completion, no other document with respect to dated [________, 2015], that was included in the Registration Statement has heretofore been filed immediately prior to the Applicable Time, as supplemented by the pricing information communicated to potential investors, is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriter for use in the Offering, is hereinafter called the “Prospectus.” Any “issuer free writing prospectus” as defined in Rule 433 under the Act with the Commission. All of relating to the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. is hereinafter called an “Issuer Free Writing Prospectus.” The Registration Statement has been declared effective by the Commission on the date hereofhereof (the “Effective Date”). If“Applicable Time” means 5:00 P.M., subsequent Eastern Time, on the Effective Date or such other time as agreed to the date of this Agreement, by the Company or and the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (General Agriculture Corp), Underwriting Agreement (General Agriculture Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333- 178061), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Registrable Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusprospectuses, dated __________, 20142012, for distribution by the Underwriters (together the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Andina Acquisition Corp), Underwriting Agreement (Andina Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558208583), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of securities, including the Public Securities and the Representative’s Securities Best Efforts Shares, under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act, Act and the rules and regulations of the Commission under the Act (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied). Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (including any preliminary prospectus included in the registration statement or filed with the Commission pursuant to Rule 424(a) under the Act (each, a Effective DatePreliminary Prospectus”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement pursuant to paragraph (or, if applicable, the form b) of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called referred to herein as the “ProspectusRegistration Statement.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a filed an abbreviated registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a the “Rule 462(b) 462 Registration Statement”), then, unless otherwise specified, then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than the Registration StatementThe Preliminary Prospectus, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionsubject to completion, no other document with respect to dated [________, 2016], that was included in the Registration Statement has heretofore been filed immediately prior to the Applicable Time, as supplemented by the pricing information communicated to potential investors, is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Placement Agent for use in the Offering, is hereinafter called the “Prospectus.” Any “issuer free writing prospectus” as defined in Rule 433 under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant relating to the Registration Statement. Best Efforts Shares is hereinafter called an “Issuer Free Writing Prospectus.” The Registration Statement has been declared effective by the Commission on the date hereofhereof (the “Effective Date”). If“Applicable Time” means 5:00 P.M., subsequent Eastern Time, on the Effective Date or such other time as agreed to the date of this Agreement, by the Company or and the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Placement Agent.

Appears in 2 contracts

Samples: Placement Agreement (Hebron Technology Co., LTD), Placement Agreement (Hebron Technology Co., LTD)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558251834), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on December 31, 20142020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Biotech Acquisition Co), Underwriting Agreement (Biotech Acquisition Co)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement Registration Statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558143466), including any related preliminary prospectus Prospectus (the "Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement"), for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended ("Act"), which registration statement Registration Statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the "Regulations") of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statementRegistration Statement, as amended, on file with the Commission at the time the registration statement became Registration Statement becomes effective (“Effective Date”), including the prospectusany Prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the "Registration Statement," and the form of the final prospectus Prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at Prospectus filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 424(b) at or after the time of effectiveness as allowed under Rule 430A of the Regulations), is hereinafter called the "Prospectus." For purposes of this Agreement, "Time of Sale", as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusProspectus, dated __________, 20142007, for distribution by the Underwriters (the “Statutory "Sale Preliminary Prospectus"). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (FMG Acquisition Corp), Underwriting Agreement (FMG Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558253641), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on February 26, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (StoneBridge Acquisition Corp.), Underwriting Agreement (StoneBridge Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558253867), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [5:00] p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (10X Capital Venture Acquisition Corp. II), Underwriting Agreement (10X Capital Venture Acquisition Corp. II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an any amendment or amendments thereto, on Form S-1 (File No. 333-199558257623), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities Units (and the Representative’s Securities Common Stock and the Warrants included in the Units) under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”)becomes effective, including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, Applicable Time,” as used in the Act, means 5:00 p.m., [5:00] p.m. New York City time, on the date of this Agreement. Prior to the Time of SaleApplicable Time, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [__], 20142022, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Applicable Time, the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type securities or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Genesis Unicorn Capital Corp.), Underwriting Agreement (Genesis Unicorn Capital Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333-[ ]), including any related preliminary prospectus (the “"Preliminary Prospectus"), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Class A common stock and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the "Regulations") of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the "Registration Statement," and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the "Prospectus." For purposes of this Agreement, "Time of Sale”, ," as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the “Statutory Time of Sale, the "Sale Preliminary Prospectus"). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a "Rule 462(b) Registration Statement"), then, unless otherwise specified, any reference herein to the term "Registration Statement" shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 2 contracts

Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I), Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558170847), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (“Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusProspectus, which was included in the Registration Statement dated ______, 20142011, for distribution by the Underwriters (the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (S.E. Asia Emerging Market Company., LTD)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558280230), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities Shares under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,.“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Public Shares in connection with market making transactions as filed with the Commission pursuant to Rule 424(b) of the Securities Act. The form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), including the final Marketing Making Prospectus, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on ______ __, 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, and unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined below), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Shares have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units Public Shares to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Cantor Equity Partners, Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558253548), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on May 4, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Orion Biotech Opportunities Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558268659), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on April 28, 20142023, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Alchemy Investments Acquisition Corp 1)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558260113), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on October 22, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Semper Paratus Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558253307), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units and the Representative’s Securities shares of Common Stock and the Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,.“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Units, and the shares of Class A Common Stock and Warrants underlying the Units, in connection with market making transactions as filed with the Commission pursuant to Rule 424(b) of the Securities Act. The form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), including the final Marketing Making Prospectus, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on _____ __, 20142021, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, and unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined below), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (CF Acquisition Corp. VII)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558261373), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units and the Representative’s Securities Ordinary Shares and the Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on December 8, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, and unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined in Section 2.1.2), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determines that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Battery Future Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558251964), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on January 8, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (ITHAX Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333-[______]), including any related preliminary prospectus (the “Preliminary Prospectus”, ) and including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities and the Representative’s Securities Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means [5:00 p.m., ] New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [______], 20142017, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, which, if filed, becomes effective upon filing, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Fintech Acquisition Corp. II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558)207037, including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Registrable Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusprospectuses, dated November 6, 20142015, for distribution by the Underwriters (together the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Andina Acquisition Corp. II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558252598), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units and the Representative’s Securities shares of Common Stock and the Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,.“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Units, and the shares of Class A Common Stock and Warrants underlying the Units, in connection with market making transactions as filed with the Commission pursuant to Rule 424(b) of the Securities Act. The form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), including the final Marketing Making Prospectus, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on January 29, 20142021, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, and unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined below), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (CF Acquisition Corp. VI)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558261459), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Common Stock and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on January 6, 20142022, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic Coastal Acquisition Corp. II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558209041), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated February 2, 20142016, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, either the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (KLR Energy Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558199591), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 [ ]:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated March __, 20142015, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 422015

Appears in 1 contract

Samples: Underwriting Agreement (Arowana Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558273176), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Public Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [•], 20142023, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Public Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Warrant Agreement (Spark I Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558333-______), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectuses, dated , 2014, [__________] for distribution by the Underwriters (together the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Korea Milestone Acquisition CORP)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558254328), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on October 5, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the The Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specifiedand accordingly, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determines that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and the Company and the Representative have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Newcourt Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558180224), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfiedsatisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering additional the Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Securities Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (CIS Acquisition Ltd.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558239716), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [_______], 20142020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (ACE Convergence Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558178780), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on March 14, 20142012, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (BGS Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558251040), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on November 30, 20142020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Corner Growth Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558261866), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on April 28, 20142022, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Cartesian Growth Corp II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558279899), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the offer and sale of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For the purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [•]:[•] p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [•], 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company Statement and the CommissionForm 8-A registration statement referred to below in Section 2.1.2, which, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All The offer and sale of the all Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined Representatives determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representatives agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Melar Acquisition Corp. I/Cayman)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558182846), including any related preliminary prospectus (the “Preliminary Prospectus”, including any preliminary prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement), Registration Statement for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Act”), the “Preliminary Prospectus”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the Preliminary Prospectus, prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, Applicable Time” means 5:00 [__]:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of SaleApplicable Time, the Company prepared and filed with the Commission a preliminary prospectusPreliminary Prospectus, dated [__________], 20142012, for distribution by the Underwriters Underwriter (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional the Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Imprimis Pharmaceuticals, Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558261889), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units (and the Representative’s Securities Class A Ordinary Shares and the Warrants included in the Units) under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [●] p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [●], 20142022, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type securities or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42reference

Appears in 1 contract

Samples: Underwriting Agreement (SHUAA Partners Acquisition Corp I)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558253307), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units and the Representative’s Securities shares of Common Stock and the Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,.“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Units, and the shares of Class A Common Stock and Warrants underlying the Units, in connection with market making transactions as filed with the Commission pursuant to Rule 424(b) of the Securities Act. The form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), including the final Marketing Making Prospectus, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on February __, 20142021, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, and unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined below), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (CF Acquisition Corp. VII)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558239716), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on July 10, 20142020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (ACE Convergence Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558232356), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m.10:45 a.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional the Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Orisun Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558241727), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units and the Representative’s Securities shares of Common Stock and the Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,.“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Units, and the shares of Class A Common Stock and Warrants underlying the Units, in connection with market making transactions as filed with the Commission pursuant to Rule 424(b) of the Securities Act. The form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), including the final Marketing Making Prospectus, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on August 18, 20142020, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, and unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined below), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (CF Finance Acquisition Corp II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558333-__________), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (“Act”), which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at filed by the time of effectiveness by Rule 430A of the Regulations filed Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusProspectus, which was included in the Registration Statement dated ______, 20142010, for distribution by the Underwriters (the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (S.E. Asia Emerging Market Company., LTD)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558206435), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated October 13, 20142015, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __October 14, 2014 Page 6 of 422015

Appears in 1 contract

Samples: Underwriting Agreement (Pacific Special Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558333-____________), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of securities, including the Public Securities and the Representative’s Securities Best Efforts Shares, under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act, Act and the rules and regulations of the Commission under the Act (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied). Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (including any preliminary prospectus included in the registration statement or filed with the Commission pursuant to Rule 424(a) under the Act (each, a Effective DatePreliminary Prospectus”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement pursuant to paragraph (or, if applicable, the form b) of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called referred to herein as the “ProspectusRegistration Statement.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a filed an abbreviated registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a the “Rule 462(b) 462 Registration Statement”), then, unless otherwise specified, then any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) 462 Registration Statement. Other than the Registration StatementThe Preliminary Prospectus, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionsubject to completion, no other document with respect to dated ______________, 2017, that was included in the Registration Statement has heretofore been filed immediately prior to the Applicable Time, as supplemented by the pricing information communicated to potential investors, is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to the Underwriter for use in the Offering, is hereinafter called the “Prospectus.” Any “issuer free writing prospectus” as defined in Rule 433 under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant relating to the Registration Statement. Best Efforts Shares is hereinafter called an “Issuer Free Writing Prospectus.” The Registration Statement has been declared effective by the Commission on the date hereofhereof (the “Effective Date”). If“Applicable Time” means 5:00 P.M., subsequent Eastern Time, on the Effective Date or such other time as agreed to the date of this Agreement, by the Company or and the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Underwriter.

Appears in 1 contract

Samples: Underwriter Agreement (Dogness (International) Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558146147), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusprospectuses, dated February 1, 20142008 and February 27, 2008 for distribution by the Underwriters (together the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Hambrecht Asia Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558220516), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated September 27, 20142017, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __October 4, 2014 Page 6 of 422017

Appears in 1 contract

Samples: Underwriting Agreement (Black Ridge Acquisition Corp.)

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Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558182846), including any related preliminary prospectus (the “Preliminary Prospectus”, including any preliminary prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement), Registration Statement for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Act”), the “Preliminary Prospectus”), which registration statement and amendment or amendments have been prepared by the Company in conformity in all material respects with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the Preliminary Prospectus, prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, Applicable Time” means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of SaleApplicable Time, the Company prepared and filed with the Commission a preliminary prospectusPreliminary Prospectus, dated February 4, 20142012, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional the Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Imprimis Pharmaceuticals, Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333- 261053), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Units, Public Securities Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (EVe Mobility Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558273117), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on July 14, 20142023, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than the any Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company Statement and the CommissionForm 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and the Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined Representatives determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representatives agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Haymaker Acquisition Corp. 4)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333- ), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfiedsatisfied in all material respects. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Securities Act registering additional the Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Securities Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Warrant Agreement (Asia Special Situation Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558152623), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Representatives’ Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusprospectuses, dated July 30, 2014, 2008 for distribution by the Underwriters (together the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Chardan 2008 China Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558259516), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Class A common stock and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on October 27, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Arbor Rapha Capital Bioholdings Corp. I)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558252242), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on January [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (FTAC Athena Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558280230), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities Shares under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,.“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Public Shares in connection with market making transactions as filed with the Commission pursuant to Rule 424(b) of the Securities Act. The form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), including the final Marketing Making Prospectus, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:45 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on August 6, 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, and unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined below), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Shares have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units Public Shares to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Cantor Equity Partners, Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558263658), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units (and the Representative’s Securities Class A Ordinary Shares and the Warrants included in the Units) under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [●] p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [●], 20142023, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type securities or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Israel Acquisitions Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558261249), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units and the Representative’s Securities shares of Common Stock and the Public Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (C5 Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558[•]-[•]), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Public Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus dated [•], dated , 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Public Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Lionheart Holdings)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558279359), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on May [___], 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Chenghe Acquisition II Co.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558255046), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units (and the Representative’s Securities Class A Common Stock and the Warrants included in the Units) under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [●], 20142021, for distribution by the Underwriters Underwriter (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42such

Appears in 1 contract

Samples: Underwriting Agreement (EG Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558252242), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on January 20, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (FTAC Athena Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558279359), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on May 13, 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Chenghe Acquisition II Co.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333- 278825), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Public Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus dated May 6, dated , 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Public Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (GP-Act III Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558280188), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Public Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus dated [●], dated , 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Public Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Launch One Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558172629), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on June 13, 20142011, for distribution by the Underwriters (the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Empeiria Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333-[ ]), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [•]:[•] a/p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than the Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company Statement and the CommissionForm 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and the Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determines that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Rose Hill Acquisition Corp)

Pursuant to the Act. The Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement statement, and an amendment or amendments thereto, on Form S-1 (File No. 333-199558180810), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement)or prospectuses, for the registration of the Public Securities and the Representative’s Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment or amendments have been prepared by the Company in all material respects in conformity with the requirements of the Act, Act and the rules and regulations of the Commission under the Act (the “Regulations”) of and will contain all material statements that are required to be stated therein in accordance with the Commission under Act and the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfiedRegulations. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectusPreliminary Prospectus included in the registration statement, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement pursuant to paragraph (or, if applicable, the form b) of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with (the Commission pursuant to Rule 424 of the Regulations430A Information”)), is hereinafter called referred to herein as the “ProspectusRegistration Statement.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a files any registration statement pursuant to Rule 462(b) under of the 1933 Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”)Regulations, thenthen after such filing, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such registration statement filed pursuant to Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement). The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent Each prospectus used prior to the date effectiveness of the Registration Statement, and each prospectus that omitted the Rule 430A Information that was used after such effectiveness and prior to the execution and delivery of this Agreement, the Company or the Representative has determined is herein called a “Preliminary Prospectus.” The Preliminary Prospectus, subject to completion, dated May [·], 2012, that at the Time of Sale the Statutory Prospectus was included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of Registration Statement immediately prior to the circumstances under which they were made, not misleading and have agreed Applicable Time is hereinafter called the “Pricing Prospectus.” The final prospectus in the form first furnished to provide an opportunity the Underwriters for use in the Offering is hereinafter called the “Prospectus.” Any reference to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will “most recent Preliminary Prospectus” shall be deemed to include any additional information available refer to purchasers at the time of entry into latest Preliminary Prospectus included in the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (TrovaGene Inc.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558253853), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Units, Public Securities Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [ ], 20142022, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and the Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (GP-Act III Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558274902), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units (and the Representative’s Securities Class A Ordinary Shares and the Warrants included in the Units) under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [[●] p.m.]1 New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on October 6, 20142023, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type securities or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Colombier Acquisition Corp. Ii)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558271128), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Public Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on May 19, 20142023, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, filed a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type securities (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich became effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Public Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by was filed, were duly registered for public sale under the Commission on Act with the date hereof. If, subsequent to the date filing of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Warrant Agreement (Inflection Point Acquisition Corp. II)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558265657), including any related preliminary prospectus (the “Preliminary Prospectus”, ,” including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became (or the most recent post-effective amendment thereto, if any) was declared effective by the Commission (the date of such declaration, the “Effective Date”), ) (including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [●] p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on [●], 20142022, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”) that may be filed by the Company on the date hereof. Other than the Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company Statement and the CommissionForm 8-A referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has Representatives have determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Dorchester Capital Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333- 279751), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Public Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus dated June 17, dated , 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Public Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Lionheart Holdings)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558251184), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units and the Representative’s Securities shares of Common Stock and the Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,.“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Units, and the shares of Class A Common Stock and Warrants underlying the Units, in connection with market making transactions as filed with the Commission pursuant to Rule 424(b) of the Securities Act. The form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), including the final Marketing Making Prospectus, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on December 21, 20142020, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedUnless otherwise specified herein, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed by the Company pursuant to Rule 462(b) under the Act (a “Rule 462(b) Registration Statement”). Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined below), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Cf Acquisition Corp. Iv)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558172629), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on ___________, 20142011, for distribution by the Underwriters (the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Empeiria Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558195695), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated , 2014, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 4245

Appears in 1 contract

Samples: Underwriting Agreement (1347 Capital Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558200180), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement immediately prior to the effectiveness of the registration statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectus, dated January 15, 20142015, for distribution by the Underwriters (the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commission, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Barington/Hilco Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558333-[____]), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:30 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated , 2014which was included in the Registration Statement filed on [__________], for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (BGS Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558253673), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means [5:00 p.m., ] New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on July [ ], 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filedfiles, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities Units, Ordinary Shares and Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (HCM Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558261249), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Public Securities Units and the Representative’s Securities shares of Common Stock and the Public Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on December 30, 20142021, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (C5 Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558333-_______), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusprospectuses, dated __________, 20142011, for distribution by the Underwriters (together the “Statutory Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Lone Oak Acquisition Corp)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558249367), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units and the Representative’s Securities shares of Common Stock and the Warrants included in the Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,.“Market Making Prospectus” means the final prospectus included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations) relating to offers and sales of Units, and the shares of Class A Common Stock and Warrants underlying the Units, in connection with market making transactions as filed with the Commission pursuant to Rule 424(b) of the Securities Act. The form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), including the final Marketing Making Prospectus, is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on ________, 20142020, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, files a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, and unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company which will become effective upon filing, and the CommissionExchange Act Registration Statement (as defined below), no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and, if any Rule 462(b) Registration Statement is filed, such Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (CF Finance Acquisition Corp. III)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-19955858727), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities Units under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., [●]:[●] a/p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on August [●], 20142021, for distribution by the Underwriters Underwriter (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than the Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company Statement and the CommissionForm 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and the Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined determines that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representative agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Insight Acquisition Corp. /DE)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558249171), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on October 9, 20142020, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to such Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42filed

Appears in 1 contract

Samples: Underwriting Agreement (Sarissa Capital Acquisition Corp.)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 F-1 (File No. 333-199558333-__________), including any related preliminary prospectus (the “Preliminary Prospectus”, including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities and the Representative’s Securities under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 F-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations filed with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, as used in the Act, means 5:00 p.m., New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusprospectuses, dated , 2014____________, for distribution by the Underwriters (together the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered under the Act pursuant to the Registration Statement. The Statement or, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered under the time Securities Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (GSME Acquisition Partners I)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558333-______), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statementRegistration Statement), for the registration of the Public Securities Units, Ordinary Shares and the Representative’s Securities Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus, dated which was included in the Registration Statement filed on ______, 20142023, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement pursuant to Rule 462(b) under the Act registering additional Securities of any type (a “Rule 462(b) Registration Statement”), then, unless Unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such any Registration Statement filed pursuant to Rule 462(b) under the Act registering additional securities (a “Rule 462(b) Registration Statement”). Other than the any Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company Statement and the CommissionForm 8-A registration statement referred to below in Section 2.1.2, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Public Securities have been or will be registered for public sale under the Act pursuant to the Registration Statement and the Rule 462(b) Registration Statement. The Registration Statement has been declared effective by the Commission on the date hereof. If, subsequent to the date of this Agreement, the Company or the Representative has determined Representatives determine that at the Time of Sale, the Sale the Statutory Preliminary Prospectus included includes an untrue statement of a material fact or omitted omits a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed the Company and the Representatives agree to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Sale Preliminary Prospectus will be deemed to include any additional information available to purchasers at the time of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42.

Appears in 1 contract

Samples: Underwriting Agreement (Haymaker Acquisition Corp. 4)

Pursuant to the Act. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or amendments thereto, on Form S-1 (File No. 333-199558[●]), including any related preliminary prospectus (the “Preliminary Prospectus”), including any prospectus that is included in the registration statement Registration Statement immediately prior to the effectiveness of the registration statement)Registration Statement, for the registration of the Units, Public Securities Shares and the Representative’s Securities Public Warrants under the Act, which registration statement and amendment or amendments have been prepared by the Company in conformity with the requirements of the Act, and the rules and regulations (the “Regulations”) of the Commission under the Act. The conditions for use of Form S-1 to register the Offering under the Act, as set forth in the General Instructions to such Form, have been satisfied. Except as the context may otherwise require, such registration statement, as amended, on file with the Commission at the time the registration statement became becomes effective (“Effective Date”), including the prospectus, financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information deemed to be a part thereof as of such time pursuant to Rule 430A of the Regulations, together with the registration statement filed by the Company pursuant to Rule 462(b) under the Act registering additional Public Securities (the “Rule 462(b) Registration Statement”), is hereinafter called the “Registration Statement,” and the form of the final prospectus dated the Effective Date included in the Registration Statement (or, if applicable, the form of final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Regulations Regulations, filed by the Company with the Commission pursuant to Rule 424 of the Regulations), is hereinafter called the “Prospectus.” For purposes of this Agreement, “Time of Sale”, ,” as used in the Act, means 5:00 p.m., 4:00 p.m. New York City time, on the date of this Agreement. Prior to the Time of Sale, the Company prepared a preliminary prospectusPreliminary Prospectus dated [●], dated , 20142024, for distribution by the Underwriters (such Preliminary Prospectus used most recently prior to the Time of Sale, the “Statutory Sale Preliminary Prospectus”). If the Company has filed, or is required pursuant to the terms hereof to file, a registration statement Registration Statement pursuant to Rule 462(b) under the Act registering additional Securities securities of any type or an amendment to a Registration Statement (a “Rule 462(b) Registration Statement”), then, unless otherwise specified, any reference herein to the term “Registration Statement” shall be deemed to include such Rule 462(b) Registration Statement. Other than the a Rule 462(b) Registration Statement, together with any correspondence letters between the Company and/or counsel for the Company and the Commissionwhich, if filed, becomes effective upon filing, no other document with respect to the Registration Statement has heretofore been filed under the Act with the Commission. All of the Units, Public Securities Shares and Public Warrants have been or will be registered for public sale under the Act pursuant to the Registration Statement. The Statement and, if any Rule 462(b) Registration Statement has been declared effective by the Commission on the date hereof. Ifis filed, subsequent to the date of this Agreement, the Company or the Representative has determined that at the Time of Sale the Statutory Prospectus included an untrue statement of a material fact or omitted a statement of material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and have agreed to provide an opportunity to purchasers of the Firm Units to terminate their old purchase contracts and enter into new purchase contracts, then the Statutory Prospectus will be deemed to include any additional information available to purchasers at duly registered for public sale under the time Act with the filing of entry into the first such new purchase contract. EarlyBirdCapital, Inc. _________ __, 2014 Page 6 of 42Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Launch Two Acquisition Corp.)

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